Debt

12 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

Note 6 — Debt

Significant Financing Activities Since September 30, 2021

Mountaineer Credit Agreement. On October 20, 2022, Mountaineer entered into the Mountaineer 2023 Credit Agreement, as borrower, with a group of lenders. The Mountaineer 2023 Credit Agreement amends and restates a previous credit agreement and provides for borrowings up to $150, including a $20 sublimit for letters of credit. Mountaineer may request an increase in the amount of loan commitments to a maximum aggregate amount of $250, subject to certain terms and conditions. Borrowings under the Mountaineer 2023 Credit Agreement can be used to finance the working capital needs of Mountaineer and for general corporate purposes. The Mountaineer 2023 Credit Agreement is scheduled to expire in November 2024, with an option to extend the maturity date.

AmeriGas Propane. On September 28, 2022, AmeriGas Propane entered into the 2022 AmeriGas OLP Credit Agreement, as borrower, with a group of lenders. In connection with the entering into of the 2022 AmeriGas OLP Credit Agreement, the

borrower paid off in full and terminated the existing AmeriGas OLP Credit Agreement. The 2022 AmeriGas OLP Credit Agreement provides for borrowings up to $600, including a $100 sublimit for letters of credit. AmeriGas Propane may request an increase in the amount of loan commitments under the 2022 AmeriGas OLP Credit Agreement to a maximum aggregate amount of $900, subject to certain terms and conditions. Borrowings under the 2022 AmeriGas OLP Credit Agreement can be used to fund acquisitions and investments and for general corporate purposes. The 2022 AmeriGas OLP Credit Agreement is scheduled to expire in September 2026.

UGI Utilities. On July 12, 2022, UGI Utilities amended the Utilities Term Loan. The amendment extended the maturity date of the loan from October 2022 to July 2027, among other things. The current amount outstanding under the Utilities Term Loan remains unchanged and is payable in quarterly installments of $2, with the balance of the principal being due and payable in full at maturity. We have entered into an interest rate swap that will generally fix the underlying market-based interest rate on this variable-rate loan through June 2026.

On June 30, 2022, UGI Utilities entered into a note purchase agreement which provides for the private placement of (1) $90 aggregate principal amount of 4.75% Senior Notes due July 15, 2032 and (2) $85 aggregate principal amount of 4.99% Senior Notes due September 15, 2052. On July 15, 2022, UGI Utilities issued $90 aggregate principal amount of 4.75% Senior Notes pursuant to the note purchase agreement. On September 15, 2022, UGI Utilities issued $85 aggregate principal amount of 4.99% Senior Notes pursuant to the note purchase agreement. The net proceeds from the issuance of the 4.75% Senior Notes and 4.99% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

Mountaineer. On June 30, 2022, Mountaineer entered into a note purchase agreement which provides for the private placement of $40 aggregate principal amount of 4.49% Senior Notes due August 16, 2052. On August 16, 2022, Mountaineer issued $40 aggregate principal amount of 4.49% Senior Notes pursuant to the note purchase agreement. The net proceeds from the issuance of the 4.49% Senior Notes were used to reduce short-term borrowings and for general corporate purposes.

UGI International. On December 7, 2021, UGI International, LLC issued, in an underwritten private placement, €400 principal amount of the UGI International 2.50% Senior Notes due December 1, 2029. The UGI International 2.50% Senior Notes rank equal in right of payment with indebtedness issued under the UGI International Credit Facilities Agreement.

The net proceeds from the UGI International 2.50% Senior Notes were used (1) to repay all of the UGI International 3.25% Senior Notes due November 1, 2025 and associated fees and expenses and (2) for general corporate purposes. We have designated the UGI International 2.50% Senior Notes as a net investment hedge. In connection with this early repayment of debt, UGI International recognized a pre-tax loss of $11, which is reflected in “Loss on extinguishment of debt” on the Consolidated Statements of Income, and primarily comprises the write-off of unamortized debt issuance costs and early redemption premiums.

Credit Facilities and Short-term Borrowings

Information about the Company’s principal credit agreements (excluding the Energy Services Receivables Facility, which is discussed below) as of September 30, 2022 and 2021, is presented in the following table. Borrowings on these credit agreements bear interest at rates indexed to short-term market rates. Borrowings outstanding under these agreements (other than the 2021 UGI Corporation Senior Credit Facility and its predecessor agreement) are classified as “Short-term borrowings” on the Consolidated Balance Sheets.

	Expiration Date	Total Capacity		Borrowings Outstanding		Letters of Credit and Guarantees Outstanding		Available Borrowing Capacity		Weighted Average Interest Rate - End of Year
September 30, 2022
AmeriGas OLP (a)	September 2026	$	600	$	131	$	2	$	467	7.27	%
UGI International, LLC (b)	October 2023	€	300	€	—	€	—	€	300	N.A.
Energy Services (c)	March 2025	$	260	$	—	$	—	$	260	N.A.
UGI Utilities (d)	June 2024	$	350	$	151	$	—	$	199	4.37	%
Mountaineer (e)	November 2024	$	100	$	85	$	—	$	15	3.82	%
UGI Corporation (f)	August 2024	$	300	$	252	$	—	$	48	5.62	%
September 30, 2021
AmeriGas OLP (a)	December 2022	$	600	$	170	$	60	$	370	2.58	%
UGI International, LLC (b)	October 2023	€	300	€	—	€	—	€	300	N.A.
Energy Services (c)	March 2025	$	260	$	—	$	—	$	260	N.A.
UGI Utilities (d)	June 2024	$	350	$	130	$	—	$	220	1.35	%
Mountaineer (e)	November 2024	$	100	$	67	$	—	$	33	N.M.
UGI Corporation (f)	August 2024	$	300	$	185	$	—	$	115	3.27	%

(a)At September 30, 2022 the 2022 AmeriGas OLP Credit Agreement includes a $100 sublimit for letters of credit. At September 30, 2021 the AmeriGas OLP Credit Agreement included a $150 sublimit for letters of credit.

(b)The UGI International Credit Facilities Agreement permits UGI International, LLC to borrow in euros or USD.

(c)The Energy Services Credit Agreement includes a $50 sublimit for letters of credit and is guaranteed by certain subsidiaries of Energy Services.

(d)The UGI Utilities Credit Agreement includes a $100 sublimit for letters of credit.

(e)The Mountaineer Credit Agreement includes a $20 sublimit for letters of credit.

(f)At September 30, 2022 and 2021, management intended to maintain a substantial portion of amounts outstanding under the 2021 UGI Corporation Senior Credit Facility beyond twelve months from the respective balance sheet dates. As such, borrowings outstanding are classified as “Long-term debt” on the Consolidated Balance Sheets. Subsequent to September 30, 2022 and 2021, the Company repaid $87 and $70, respectively, of such borrowings and classified these repayments as “Current maturities of long-term debt” on the Consolidated Balance Sheets. The 2021 UGI Corporation Senior Credit Facility includes a $10 sublimit for letters of credit.

N.A. - Not applicable

N.M. - Not meaningful

Energy Services Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. On October 21, 2022, the expiration date of the Receivables Facility was extended to October 20, 2023. The Receivables Facility provides Energy Services with the ability to borrow up to $150 of eligible receivables during the period October 21, 2022 to April 30, 2023, and up to $75 of eligible receivables during the period May 1, 2023 to October 20, 2023. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes.

Under the Receivables Facility, Energy Services transfers, on an ongoing basis and without recourse, its trade accounts receivable to its wholly owned, special purpose subsidiary, ESFC, which is consolidated for financial statement purposes. ESFC, in turn, has sold and, subject to certain conditions, may from time to time sell, an undivided interest in some or all of the

receivables to a major bank. Amounts sold to the bank are reflected as “Short-term borrowings” on the Consolidated Balance Sheets. ESFC was created and has been structured to isolate its assets from creditors of Energy Services and its affiliates, including UGI. Trade receivables sold to the bank remain on the Company’s balance sheet and the Company reflects a liability equal to the amount advanced by the bank. The Company records interest expense on amounts owed to the bank. Energy Services continues to service, administer and collect trade receivables on behalf of the bank, as applicable.

Information regarding the amounts of trade receivables transferred to ESFC and the amounts sold to the bank are as follows:

	2022		2021		2020
Trade receivables transferred to ESFC during the year	$	2,221	$	1,353	$	1,046
ESFC trade receivables sold to the bank during the year	$	152	$	308	$	182
ESFC trade receivables - end of year (a)	$	101	$	61	$	50

(a)At September 30, 2022 and 2021, there were no ESFC trade receivables sold to the bank.

Long-term Debt

Long-term debt comprises the following at September 30:

	2022		2021
AmeriGas Propane:
AmeriGas Partners Senior Notes:
5.50% due May 2025	$	700	$	700
5.875% due August 2026	675		675
5.625% due May 2024	675		675
5.75% due May 2027	525		525
Other	—		1
Unamortized debt issuance costs	(12)		(16)
Total AmeriGas Propane	2,563		2,560
UGI International:
3.25% Senior Notes due November 2025	—		405
2.50% Senior Notes due December 2029	392		—
UGI International, LLC variable-rate term loan due October 2023 (a)	294		347
Other	2		23
Unamortized debt issuance costs	(6)		(5)
Total UGI International	682		770
Midstream & Marketing:
Energy Services variable-rate term loan due through August 2026 (b)	677		684
Other	40		42
Unamortized discount and debt issuance costs	(7)		(10)
Total Energy Services	710		716
Utilities:
Senior Notes:
4.12% due September 2046	200		200
4.98% due March 2044	175		175
3.12% due April 2050	150		150
4.55% due February 2049	150		150
4.12% due October 2046	100		100
6.21% due September 2036	100		100
2.95% due June 2026	100		100
1.59% due June 2026	100		100
1.64% due September 2026	75		75
4.75% due July 2032	90		—
4.99% due September 2052	85		—
Medium-Term Notes:
6.13% due October 2034	20		20
6.50% due August 2033	20		20
Mountaineer senior notes (c)	201		164
Variable-rate term loan due through July 2027 (d)	95		102
Other	1		1
Unamortized debt issuance costs	(6)		(6)
Total UGI Utilities	1,656		1,451
UGI Corporation:
UGI Corporation revolving credit facility maturing August 2024 (e)	252		185
UGI Corporation variable-rate term loan due May 2025 (f)	300		300
UGI Corporation variable-rate term loan due through August 2024 (g)	250		250
UGI Corporation variable-rate term loan due May 2025 (h)	215		215
Unamortized debt issuance costs	(2)		(5)
Total UGI Corporation	1,015		945
Other	6		7
Total long-term debt	6,632		6,449
Less: current maturities	(149)		(110)
Total long-term debt due after one year	$	6,483	$	6,339

(a)The effective interest rate on the term loan was 1.89% at both September 30, 2022 and 2021. We have entered into pay- fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

(b)At September 30, 2022 and 2021, the effective interest rates on the term loan were 5.13% and 5.23%, respectively. We have entered into a pay-fixed, receive-variable interest rate swap to effectively fix the underlying variable rate on these borrowings. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due in full at maturity. Under certain circumstances, Energy Services is required to make additional principal payments if the consolidated total leverage ratio, as defined, is greater than defined thresholds. This term loan is collateralized by substantially all of the assets of Energy Services, subject to certain exceptions and carveouts including, but not limited to, accounts receivable and certain real property.

(c)Total long-term debt at September 30, 2022 and 2021, comprises $180 and $140 principal amount of Mountaineer senior secured notes plus unamortized premium of $21 and $24, respectively. The face interest rates on the Mountaineer senior notes range from 3.50% to 4.49%, with maturities ranging from 2027 to 2052.

(d)At September 30, 2022 and 2021, the effective interest rate on this term loan was 3.92% and 4.00%, respectively. We have entered into a pay-fixed, receive-variable interest rate swap to effectively fix the underlying variable rate on these borrowings. Term loan borrowings are due in equal quarterly installments of $2, with the balance of the principal being due in full at maturity.

(e)At September 30, 2022 and 2021, the effective interest rates on credit facility borrowings were 5.61% and 3.27%, respectively. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate on a portion of these borrowings.

(f)At September 30, 2022 and 2021, the effective interest rates on the term loan was 2.67% and 3.26%, respectively. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

(g)At September 30, 2022 and 2021, the effective interest rates on the term loan were 4.15% and 3.56%, respectively. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate on a portion of these borrowings. Term loan borrowings are due in equal quarterly installments of $9, commencing December 2022, with the balance of the principal being due in full at maturity.

(h)At September 30, 2022 and 2021, the effective interest rates on the term loan were 3.53% and 1.88%. We have entered into pay-fixed, receive-variable interest rate swaps to effectively fix the underlying variable rate on these borrowings.

Scheduled principal repayments of long-term debt for each of the next five fiscal years ending September 30 are as follows:

	2023		2024		2025		2026		2027
AmeriGas Propane	$	—	$	675	$	700	$	675	$	525
UGI International	1		294		—		—		—
Midstream & Marketing	10		7		7		656		—
Utilities	7		6		6		281		70
UGI Corporation (a)	125		377		515		—		—
Other	6		—		—		—		—
Total	$	149	$	1,359	$	1,228	$	1,612	$	595

(a) Subsequent to September 30, 2022 and 2021, the Company repaid $87 and $70, respectively, of borrowings on the UGI Corporation revolving credit facility maturing August 2024. Such repayments are classified as “Current maturities of long-term debt” on the Consolidated Balance Sheets.

Restrictive Covenants

Our long-term debt and credit facility agreements generally contain customary covenants and default provisions which may include, among other things, restrictions on the incurrence of additional indebtedness and also restrict liens, guarantees, investments, loans and advances, payments, mergers, consolidations, asset transfers, transactions with affiliates, sales of assets, acquisitions and other transactions. These agreements contain standard provisions which require compliance with certain financial ratios. UGI and its subsidiaries were in compliance with all debt covenants as of September 30, 2022.

Restricted Net Assets

At September 30, 2022, the amount of net assets of UGI’s consolidated subsidiaries that were restricted from transfer to UGI under debt agreements, subsidiary partnership agreements and regulatory requirements under foreign laws totaled approximately $2,900.